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SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION
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LAW./
TORONTO, Feb. 8, 2018 /CNW/ - H&R Real Estate
Investment Trust ("H&R REIT" or "H&R") (TSX: HR.UN; and
HR.DB.D) is pleased to announce it has entered into an agreement to
sell on a private placement "best efforts" agency basis, to a
syndicate of agents co-led and bookrun by TD Securities, BMO
Capital Markets, CIBC Capital Markets, National Bank Financial Inc.
and Scotiabank, US$125 million
principal amount of senior unsecured debentures (the "Series P
Debentures"). The Series P Debentures will be issued at par,
bear interest at a rate equal to 3-month LIBOR plus 79 basis points
payable quarterly in arrears and will mature on February 13, 2020.
Subject to customary closing conditions, the offering is
scheduled to close on February 13,
2018. It is a condition of closing to the offering that the
debentures be rated at least BBB (high) with a stable trend by
DBRS. The offering is on a private placement basis and the
debentures will be issued pursuant to H&R REIT's trust
indenture dated February 3, 2010 as supplemented. These
debentures will rank pari passu with H&R REIT's
outstanding senior unsecured debentures.
The net proceeds of the offering will be used for the repayment
of existing indebtedness and for general trust purposes, including
the redemption of H&R's 5.90% convertible unsecured
subordinated debentures due June 30,
2020 (the "2020 Convertible Debentures"), of which
$99,652,000 aggregate principal
amount is currently outstanding.
H&R is also pleased to announce its intention to redeem all
of its outstanding 2020 Convertible Debentures pursuant to and
subject to the terms of the third supplemental trust indenture
dated July 27, 2010, on March 12, 2018 (the "Redemption Date"). The 2020
Convertible Debentures are listed for trading on the TSX under the
trading symbol HR.DB.D. The outstanding 2020 Convertible Debentures
will be redeemed as at the Redemption Date upon payment by H&R
of a redemption amount equal to the aggregate principal amount
(being $99,652,000 on the date
hereof) and all accrued and unpaid interest thereon up to but
excluding the Redemption Date, less any applicable withholding
taxes. As noted above, H&R will use part of the proceeds from
the offering to redeem the 2020 Convertible Debentures. Notice of
the redemption will be delivered to the trustee, BNY Trust Company
of Canada, and to CDS Clearing
& Depository Services Inc. ("CDS") today. Non-registered
holders (banks, brokerage firms or other financial institutions)
who maintain their interests in the 2020 Convertible Debentures
through CDS should contact their CDS customer service
representative with any questions about the redemption. Beneficial
holders with any questions about the redemption should contact
their respective brokerage firm or financial advisor
The debentures offered have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent
registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the debentures in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About H&R REIT
H&R REIT is Canada's
largest diversified real estate investment trust with total assets
of approximately $14.0 billion at
September 30, 2017. H&R REIT is a
fully internalized real estate investment trust and has ownership
interests in a North American portfolio of high quality office,
retail, industrial and residential properties comprising over 46
million square feet.
Forward-looking Statements
Certain statements in this news release contain forward-looking
information within the meaning of applicable securities laws (also
known as forward-looking statements). These forward-looking
statements include, but are not limited to, H&R's plans,
objectives, expectations and intentions, including the date of
closing of the offering and the intended use of proceeds. Such
forward-looking statements reflect H&R's current beliefs and
are based on information currently available to management. These
statements are not guarantees of future performance and are based
on H&R's estimates and assumptions that are subject to risks
and uncertainties, including those discussed in H&R's materials
filed with the Canadian securities regulatory authorities from time
to time, which could cause the actual results and performance of
H&R to differ materially from the forward-looking statements
contained in this news release. Although the forward-looking
statements contained in this news release are based upon what
H&R believes are reasonable assumptions, there can be no
assurance that actual results will be consistent with these
forward-looking statements. All forward-looking statements in this
news release are qualified by these cautionary statements. These
forward-looking statements are made as of today and H&R, except
as required by applicable law, assumes no obligation to update or
revise them to reflect new information or the occurrence of future
events or circumstances.
Additional information regarding H&R REIT is available at
http://www.hr-reit.com and on www.sedar.com.
SOURCE H&R Real Estate Investment Trust